Brandes Investment Partners & Co. (Re), 2026 CanLII 45628

May 15, 2026

IN THE MATTER OF THE SECURITIES LEGISLATION OF

ONTARIO

(the Jurisdiction)

AND

IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF Brandes Investment Partners & Co.

(the Filer)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer, on behalf of the Fund (as defined below), for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) exempting T. Rowe Price Global Allocation Fund (the Fund) from the following provisions of NI 81-102 in order to permit the Fund to purchase or hold securities of Blackstone Partners Offshore Fund Ltd. (the Underlying Fund), an investment fund that is not a reporting issuer and is not subject to NI 81-102, which may in turn hold more than 10% of its net asset value (NAV) in securities of another investment fund, Blackstone Partners OS Master ICAV (the Third Tier Fund):

(a) paragraph 2.5(2)(a), which prohibits an investment fund from purchasing or holding a security of another investment fund unless, if the investment fund is a mutual fund, other than an alternative mutual fund, either of the following applies (i) the other investment fund is a mutual fund, other than an alternative mutual fund, that is subject to NI 81-102; (ii) the other investment fund is an alternative mutual fund or a non-redeemable investment fund that is subject to NI 81-102 and, at the time of the purchase of that security, the investment fund holds no more than 10% of its NAV in securities of alternative mutual funds and non-redeemable investment fund, to permit the Fund to purchase and/or hold securities of the Underlying Fund even though the Underlying Fund is not subject to NI 81-102;

(b) paragraph 2.5(2)(b), which prohibits an investment fund from purchasing or holding a security of another investment fund which in turn may hold more than 10% of its NAV in securities of one or more investment funds (the Multi-Tier Prohibition) to permit the Fund to purchase and/or hold securities of the Underlying Fund even though the Underlying Fund invests more than 10% of its NAV in the Third Tier Fund; and

(c) paragraph 2.5(2)(c), which prohibits an investment fund from purchasing or holding a security of any other investment fund unless the other investment fund is a reporting issuer in a Jurisdiction, to permit the Fund to purchase and/or hold securities of the Underlying Fund even though the Underlying Fund is not a reporting issuer in any Jurisdiction

(collectively, the Exemption Sought)

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a) the Ontario Securities Commission is the principal regulator for this application, and

(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in each of the other provinces and territories of Canada (together with Ontario, the Jurisdictions).

Interpretation

Terms defined in MI 11-102, NI 81-102 and National Instrument 14-101 Definitions have the same meaning if used in this decision, unless otherwise defined.

Existing Relief means the decision dated October 31, 2024 granting relief to the Fund (amongst others) to invest up to 10% of its NAV in securities of one or more underlying funds that is an investment company subject to the United States Investment Company Act of 1940 in good standing with the United States Securities and Exchange Commission that is not managed by, or advised by, the Filer or an affiliate of the Filer and is advised by T. Rowe Price Associates, Inc. or an affiliate thereof.

Representations

This decision is based on the following facts represented by the Filer:

The Filer

1. The Filer is a corporation incorporated under the laws of Nova Scotia with its registered head office in Toronto, Ontario. The Filer operates under the retail trade name Bridgehouse Asset Managers.

2. The Filer is registered as: (a) an investment fund manager in Ontario, Québec, and Newfoundland and Labrador; (b) as a portfolio manager in each of the Jurisdictions; (c) as an exempt market dealer in each of the Jurisdictions; and (d) as a commodity trading manager in Ontario.

3. The Filer acts as the investment fund manager of the Fund.

4. The Filer is not in default of securities legislation in any of the Jurisdictions.

The Fund

5. The Fund is a “mutual fund” as defined in the Securities Act (Ontario).

6. Securities of the Fund are qualified for distribution in the Jurisdictions under a prospectus prepared and filed in accordance with National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101).

7. The Fund is a reporting issuer in the Jurisdictions and is subject to NI 81-102, subject to any relief therefrom granted by the securities regulatory authorities.

8. T. Rowe Price (Canada), Inc (T. Rowe Price Canada) acts as the sub-advisor of the Fund. T. Rowe Price Canada is currently registered as a portfolio manager and exempt market dealer in each of Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador (where it is also registered as an investment fund manager), Nova Scotia, Ontario (where it is also registered as an investment fund manager), Prince Edward Island, Québec (where it is also registered as an investment fund manager) and Saskatchewan.

9. The Fund wishes to have the ability to purchase securities of the Underlying Fund, which is an investment fund that is not subject to NI 81-102, is not a reporting issuer and holds more than 10% of its NAV in securities of the Third Tier Fund, as described below.

10. The Fund is not in default of securities legislation in any Jurisdiction.

11. The investment objective of the Fund is to achieve a combination of long-term capital appreciation and income by investing in a broadly diversified global portfolio that includes global stocks, bonds, short-term securities, and alternative investments.

The Underlying Fund

12. The Underlying Fund is an exempted company incorporated under the laws of the Cayman Islands and is regulated as a mutual fund under the laws of the Cayman Islands.

13. The Underlying Fund invests substantially all of its investable assets in securities of the Third Tier Fund, an Irish collective asset-management vehicle. The investment objective of the Fund, through its investment in the Third Tier Fund, is to develop and actively manage an investment portfolio that can produce attractive long-term, risk-adjusted returns with low volatility and downside protection qualities, as compared with traditional asset classes by allocating and reallocating the assets of the Third Tier Fund among a select group of non-traditional portfolio managers (the Portfolio Managers) that invest or trade in a wide range of securities and other instruments (including, but not limited to, equities and fixed-income securities, currencies, commodities, futures contracts, options and other derivative instruments which may be listed or unlisted and rated or unrated). The Portfolio Managers manage non-U.S. corporations, investment partnerships, limited liability companies, managed funds, joint ventures, other investment vehicles or managed accounts.

14. The Underlying Manager (as defined below) will determine, in its sole discretion, the Portfolio Managers and the portfolio funds to which the Third Tier Fund’s assets will be allocated. Changes in allocations will be made without notice to the respective shareholders of the Underlying Fund and the Third Tier Fund.

15. The Underlying Fund and the Third Tier Fund are managed by Blackstone Alternative Asset Management, L.P., a limited partnership organized under the laws of the State of Delaware, U.S.A. (the Underlying Manager). The Underlying Manager is registered as an investment adviser under the United States Investment Advisers Act of 1940, and a commodity pool operator and commodity trading adviser with the United States Commodity Futures Trading Commission. The Underlying Manager is not an affiliate of the Filer or T. Rowe Price Canada.

16. The Underlying Fund falls within the definition of “investment fund” under the Securities Act (Ontario), as it will invest substantially all of its investable assets in securities of the Third Tier Fund and generally will not invest for the purpose of exercising or seeking to exercise control over issuers.

17. The Third Tier Fund also falls within the definition of “investment fund” under the Securities Act (Ontario), as it will invest substantially all of its investable assets in various securities and generally will not invest for the purpose of exercising or seeking to exercise control over issuers.

18. The Underlying Fund will not prepare a simplified prospectus in accordance with NI 81-101 or a long form prospectus in accordance with National Instrument 41-101 General Prospectus Requirements.

19. The Underlying Fund is not subject to NI 81-102 and is not a reporting issuer in any of the Jurisdictions nor listed on any recognized stock exchange.

20. Securities of the Underlying Fund will be distributed solely to investors pursuant to exemptions from the prospectus requirements in accordance with National Instrument 45-106 Prospectus Exemptions and the Legislation.

21. There will be no established, publicly available secondary market for interests in the Underlying Fund, nor will there generally be any special redemption rights applicable to the Fund as an investor in the Underlying Fund. As such, the Fund will not be able to readily dispose of its interests in the Underlying Fund, and any interest that the Fund holds in the Underlying Fund will be considered an “illiquid asset” for the purposes of NI 81-102, including for the purposes of the restriction in section 2.4 of NI 81-102 applicable to the Fund.

22. The NAV per security of the Underlying Fund is calculated monthly by a party that is independent of each of the Filer, T. Rowe Price Canada and the Underlying Manager.

23. The Underlying Fund produces audited financial statements on an annual basis in accordance with U.S. generally accepted accounting principles with a qualified auditing firm as the auditor of those financial statements.

24. The Underlying Fund is not in default of securities legislation of any of the Jurisdictions.

25. The Underlying Fund is valued monthly and redeemable biannually by the shareholders of the Underlying Fund and are redeemable at a redemption price per share equal to the NAV per share on the redemption date. The Underlying Fund may be subject to redemption limitations.

26. The Fund will not actively participate in the business or operations of the Underlying Fund.

Investments by the Fund in the Underlying Fund

27. Absent the Exemption Sought, the Fund would be prohibited by paragraphs 2.5(2)(a), 2.5(2)(b) and 2.5(2)(c) of NI 81-102 from purchasing or holding securities of the Underlying Fund because the Underlying Fund (i) is not subject to NI 81-102; (ii) may hold more than 10% of its NAV in securities of other investment funds; and (iii) is not a reporting issuer in a Jurisdiction.

28. An investment by the Fund in the Underlying Fund would not qualify for the exemptions in subsection 2.5(4) of NI 81-102 from the Multi-Tier Prohibition because the Underlying Fund does not issue index participation units and is not a clone fund or money market fund.

29. T. Rowe Price Canada believes that the investment by the Fund in the Underlying Fund will provide the Fund with an efficient and cost-effective manner of pursuing portfolio diversification and asset diversification. The Underlying Fund, through investment in the Third Tier Fund, provides exposure to the investment strategies of a group of non-traditional Portfolio Managers that the Fund would not otherwise have the opportunity to invest with. These Portfolio Managers have specialized knowledge and expertise that the portfolio management teams of the Filer and T. Rowe Price Canada do not have, and their performance has been diligenced by the institutional quality diligence that is offered by the Underlying Manager when selecting these Portfolio Managers for inclusion in the investment strategy of the Third Tier Fund. It would be very difficult for the Fund to obtain the investment expertise of these Portfolio Managers by establishing relationships directly due to the large investment size that would be expected to establish such relationships, the difficulty of establishing relationships with these Portfolio Managers generally, and the difficulty of performing the type of diligence on these strategies that is made available through accessing these Portfolio Managers through the Underlying Fund. Obtaining exposure to these strategies through the Underlying Fund provides an efficient mechanism to access the strategies of these non-traditional Portfolio Managers that are selected with the institutional quality initial and ongoing diligence offered by the Underlying Manager.

30. The Filer submits that having an allocation to these Portfolio Managers provides the Fund with unique diversification opportunities that have the potential to improve the Fund’s overall risk/reward profile.

31. The Fund relies on the Existing Relief to invest up to 10% of its NAV in securities of one or more underlying funds that is an investment company subject to the United States Investment Company Act of 1940 in good standing with the United States Securities and Exchange Commission that is not managed by, or advised by, the Filer or an affiliate of the Filer and is advised by T. Rowe Price Associates, Inc. or an affiliate thereof (the T. Rowe Price Underlying Funds); provided that (amongst other conditions) the Fund does not purchase securities of a T. Rowe Price Underlying Fund if, immediately after the purchase, more than 10% of the NAV of the Fund, in aggregate, taken at market value at the time of the purchase, would consist of securities of one or more T. Rowe Price Underlying Funds or any other underlying fund that is not subject to NI 81-102 and not a reporting issuer in any Jurisdiction. The Exemption Sought is sought on the basis that the Fund may invest in the Underlying Fund provided that the Fund does not purchase securities of the Underlying Fund or a T. Rowe Price Underlying Fund if, immediately after the purchase, more than 10% of the NAV of the Fund, in aggregate, taken at market value at the time of the purchase, would consist of securities of the Underlying Fund, one or more T. Rowe Price Underlying Funds or any other underlying fund that is not subject to NI 81-102 and not a reporting issuer in any Jurisdiction.

32. The investments in the Underlying Fund will be included as part of the calculation for the purposes of the illiquid asset restriction in section 2.4 of NI 81-102 for the Fund. NI 81-102 allows holdings in illiquid investments so long as the aggregate exposure to illiquid investments is within the thresholds of the rule. The Filer has its own liquidity risk management policy and manages the Fund’s liquidity prudently under the policy. Given the readily available liquidity of the remainder of the Fund’s investment portfolio, the Filer believes that the risk of the Fund needing to liquidate its investments in this illiquid Underlying Fund when markets are under stress or in other environments where liquidity may be reduced is remote. The Fund will not invest in the Underlying Fund unless T. Rowe Price Canada believes that the liquidity of the Fund’s portfolio is adequately managed through other strategies and provided that the liquidity risk management policy of the Filer is complied with when making an investment in the Underlying Fund.

33. Aside from the sections covered by the Exemption Sought and any other exemptive relief granted to the Fund, including the Existing Relief, the Fund will comply with section 2.5 of NI 81-102 with respect to any investment in the Underlying Fund.

34. The Fund will also comply with the other investment restrictions and practices provided for in Part 2 of NI 81-102 in making such investments except where exempted pursuant to the Exemption Sought or other exemptive relief obtained, including the Existing Relief.

35. The Fund is permitted, in accordance with its investment objectives and investment strategies, to invest in securities of the Underlying Fund.

36. An investment by the Fund in securities of the Underlying Fund will only be made if such investment represents the business judgment of responsible persons uninfluenced by considerations other than the best interests of the Fund and will be made in accordance with the investment objective of the Fund.

37. There will be no duplication of management fees or incentive fees between the Fund and the Underlying Fund, or between the Underlying Fund and the Third Tier Fund. The prospectus of the Fund will disclose that such management fees and incentive fees will not be duplicated.

38. The value of the underlying portfolio assets of the Underlying Fund will be determined by a third-party administrator that is independent of the Filer, the Fund, T. Rowe Price Canada and the Underlying Manager.

39. On an annual basis the financial statements of the Underlying Fund are audited by the Underlying Fund’s external auditors prepared in accordance with U.S. generally accepted accounting principles and the Underlying Fund’s valuation policy. Such financial statements will be accessible in the ordinary course by the Filer.

40. The prospectus of the Fund will disclose in the next regularly scheduled renewal, or amendment applicable to the Fund, if earlier, that the Fund may invest in securities of the Underlying Fund, and that the Underlying Fund is expected to invest more than 10% of its NAV in securities, on an aggregate basis, of the Third Tier Fund.

41. The Fund will invest in, and redeem, the Underlying Fund at the NAV of the applicable securities of the Underlying Fund, which will be based on the valuation of the applicable portfolio assets, including the Third Tier Fund, to which the Underlying Fund has exposure, determined by a qualified person selected by the manager of the Underlying Fund.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator under the Legislation is that the Exemption Sought is granted provided that:

(a) the Fund does not actively participate in the business or operations of the Underlying Fund;

(b) the investment by the Fund in securities of the Underlying Fund is in accordance with the investment objectives of the Fund;

(c) the investments in the Underlying Fund are included as part of the calculation for the purposes of the illiquid asset restriction in section 2.4 of NI 81-102 for the Fund;

(d) the Fund does not purchase securities of the Underlying Fund if, immediately after the purchase, more than 10% of the NAV of the Fund, in aggregate, taken at market value at the time of the purchase, would consist of securities of the Underlying Fund, one or more T. Rowe Price Underlying Funds or any other underlying fund that is not subject to NI 81-102 and not a reporting issuer in any Jurisdiction;

(e) the Fund will invest in, and redeem, the Underlying Fund at the NAV of the applicable securities of the Underlying Fund, which will be based on the valuation of the applicable portfolio assets, including the Third Tier Fund, to which the Underlying Fund has exposure, determined by a third-party administrator that is independent of the Filer, the Fund, T. Rowe Price Canada and the Underlying Manager;

(f) the prospectus of the Fund discloses, or will disclose in the next regularly scheduled renewal, or amendment applicable to the Fund, if earlier, following the date of this decision, that the Fund may invest in securities of the Underlying Fund, and that the Underlying Fund is expected to invest more than 10% of its NAV in securities, on an aggregate basis, of the Third-Tier Fund;

(g) the Fund’s investment in securities of the Underlying Fund is otherwise made in compliance with all other requirements of section 2.5 of NI 81-102 (except to the extent that discretionary relief has been granted from any such requirement);

(h) no management fees or incentive fees are payable by the Fund or the Underlying Fund, respectively, that, to a reasonable person, would duplicate a fee payable by the Underlying Fund or the Third Tier Fund, respectively, for the same service;

(i) no sales fees or redemption fees are payable by the Fund or the Underlying Fund, respectively, in relation to its purchases or redemptions of securities of the Underlying Fund or the Third Tier Fund, respectively, that, to a reasonable person, would duplicate a fee payable by an investor in the Fund or the Underlying Fund, respectively; and

(j) the Fund complies with the requirements under NI 81-106 relating to quarterly portfolio holdings, top 25 positions portfolio holdings disclosure in its management reports of fund performance, and statement of investment portfolio in its annual and interim financial reports, and the requirements of Form 81-101F3 Contents of Fund Facts Document relating to top 10 position portfolio holdings disclosure in its fund facts in respect of its investment in the Underlying Fund and, where applicable, as if the Fund was investing directly in the Third Tier Fund.

“Darren McKall”

Darren McKall

Associate Vice President, Investment Management Division

Ontario Securities Commission

Application #2026-166

SEDAR+ #06426053